Item 3.02 Unregistered Sales of Equity Securities.

On December 31, 2019, and effective as of December 27, 2019, School Specialty, Inc. (the "Company") issued a Warrant to Purchase Common Stock (the "Warrant") to TCW Asset Management Company LLC ("TCW"), to purchase up to an aggregate of 1,559,674 shares (the "Warrant Shares") of the Company's common stock, par value $0.001 per share, in connection with the parties' entry in the Fifth Amendment, dated November 22, 2019, to the Loan Agreement, dated April 7, 2017. The Warrant was earned in full and vested immediately on the date of issuance, but is not exercisable until the Earliest Exercise Date, which is the later of (1) the Outside Date (January 31, 2020, or March 31, 2020 if a Specified Unsecured Prepetition Debt Satisfaction Event has occurred prior to January 31, 2020); and (2) the day immediately following the expiration of the applicable 10-day period beginning on the date of the consummation of a merger or sale of all or substantially all of the assets or the equity interests and Full Payment of the Obligations. If TCW exercises in the event of an acquisition of the Company (as further defined in the Warrant, an "Exercise Upon Acquisition"), prior to the date described in (1) and (2) above in the immediately preceding sentence, then the Earliest Exercise Date will be the date of such Exercise Upon Acquisition. On the Earliest Exercise Date, TCW may acquire the Warrant Shares at an exercise price of $0.01 per Share, subject to TCW's Cashless Exercise Right. The right to purchase the Warrant Shares expires on December 27, 2022.

The issuance of the Warrant and the Warrant Shares has not been registered under the Securities Act of 1933 (the "Securities Act") or under any state securities law. The Company believes that the transaction is exempt from registration pursuant to Section 4(a)(2) of the Securities Act. TCW acknowledged its intention to acquire the Warrant and Warrant Shares for investment only and not with a view toward their distribution, and appropriate legends will be affixed to the Warrant and Warrant Shares.

The foregoing description of the Warrant is qualified in its entirety by reference to the full text of the Warrant, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference

Item 9.01. Financial Statements and Exhibits.


           (d) Exhibits

           Exhibit No.            Description

               4.1      Warrant to Purchase Common Stock



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